As filed with the Securities and Exchange Commission on December 21, 2021.
Registration No. 333-261788
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1/A
(Amendment No. 1)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Counter Press Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands | 6770 | N/A | ||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
1981 Marcus Avenue, Suite 227
Lake Success, NY 11042
Telephone: (718) 775-3013
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
Telephone: (302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| William N. Haddad, Esq. Venable LLP 1270 Avenue of the Americas New York, NY 10020 Tel: (212) 307-5500 | Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Tel: (212) 370-1300 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Security Being Registered | Amount Being Registered(1) | Proposed Maximum Offering Price per Security(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | ||||||||||||
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | 8,625,000 | (3) | $ | 10.00 | $ | 86,250,000 | $ | 7,995.38 | ||||||||
| Class A ordinary shares included as part of the units(4) | 8,625,000 | — | — | — | ||||||||||||
| Redeemable warrants included as part of the units(4) | 4,312,500 | — | — | |||||||||||||
| Class A ordinary shares underlying the redeemable warrants | 4,312,500 | $ | 11.50 | (5) | 49,593,750 | 4,597.34 | ||||||||||
| Total | $ | 135,843,750 | $ | 12,592.71 | (6) | |||||||||||
| (1) | Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. |
| (3) | Includes 1,125,000 units, consisting of 1,125,000 Class A ordinary shares and 562,500 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. |
| (4) | No additional registration fee is payable pursuant to Rule 457(i) under the Securities Act. |
| (5) | Constitutes the exercise price of the redeemable warrants pursuant to which these underlying Class A ordinary shares may be issued, in accordance with Rule 457(g) under the Securities Act. |
| (6) | Paid Previously. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
The sole purpose of this amendment is to correct one clerical error in our Registration Statement on Form S-1, filed with the SEC on December 21, 2021 (the “Registration Statement”) concerning Exhibit 23.1. No other changes have been made to the Registration Statement. Accordingly, this amendment consists only of the facing page, this explanatory note, and Part II of the Registration Statement.
Part II
Information not required in prospectus
Item 13. Other expenses of issuance and distribution.
The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:
| Legal fees and expenses | 250,000 | |||
| Accounting fees and expenses | 40,000 | |||
| SEC expenses | 9,410 | |||
| FINRA expenses and underwriter-related expenses | 13,125 | |||
| Nasdaq listing and filing fees | 75,000 | |||
| Printing and engraving expenses | 25,000 | |||
| Miscellaneous expenses | 537,465 | |||
| Total offering expenses | $ | 950,000 |
Item 14. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. We also intend to enter into indemnity agreements with them.
Our officers and directors will agree to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and will agree to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if we (i) have sufficient funds outside of the trust account or (ii) consummate an initial business combination. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
We believe that these provisions and the insurance are necessary to attract and retain talented and experienced officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
We will enter into indemnity agreements with each of our officers and directors, a form of which is to be filed as an exhibit to this Registration Statement. These agreements will require us to indemnify these individuals and entity to the fullest extent permitted under applicable Cayman Islands law and to hold harmless, exonerate and advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
| II-1 |
Item 15. Recent Sales of Unregistered Securities.
In June 2021, our sponsor purchased 2,156,250 founders shares, for an aggregate offering price of $25,000, at an average purchase price of approximately $0.0116 per share. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The purchasing entity is an accredited investor for purposes of Rule 501 of Regulation D.
Prior to the consummation of the IPO, we intend to issue BTIG and EarlyBirdCapital an aggregate of 38,750 underwriter founder shares at a purchase price of $0.001 per share. Those securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The purchasing entity is an accredited investor for purposes of Rule 501 of Regulation D.
Our sponsor, BTIG and EarlyBirdCapital have committed to purchase an aggregate of 432,500 private units (or 471,875 private units if the over-allotment option in the offering is exercised in full), consisting each of one Class A ordinary share and one-half warrant, at a price of $10.00 per unit, or $4,325,000 in the aggregate (or $4,718,750 if the over-allotment option is exercised in full in the offering), in a private placement that will close simultaneously with the closing of this offering. Each whole private warrant is exercisable for one whole ordinary share at $11.50 per share, subject to adjustment as provided herein. This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid with respect to the above-described sales.
Item 16. Exhibits and Financial Statement Schedules.
| Exhibit No. | Description | |
| 1.1 | Form of Underwriting Agreement.* | |
| 3.1 | Memorandum and Articles of Association.* | |
| 3.2 | Form of Amended and Restated Memorandum and Articles of Association.* | |
| 4.1 | Specimen Unit Certificate.* | |
| 4.2 | Specimen Class A Ordinary Share Certificate.* | |
| 4.3 | Specimen Warrant Certificate.* | |
| 4.4 | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |
| 5.1 | Opinion of Maples and Calder (Cayman) LLP, Cayman Islands legal counsel to the Registrant.* | |
| 5.2 | Opinion of Venable LLP, counsel to the Registrant.* | |
| 10.1 | Promissory Note, executed on June ___, 2021, issued by the Registrant to Counter Press Sponsor Corporation.* | |
| 10.2 | Form of Letter Agreement among the Registrant, its officers and directors and Counter Press Sponsor Corporation.* | |
| 10.3 | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |
| 10.4 | Form of Registration Rights Agreement between the Registrant and certain security holders.* | |
| 10.5 | Share Purchase Agreement, dated June 15, 2021, between the Registrant and Counter Press Sponsor Corporation.* | |
| 10.6.1 | Form of Private Units Purchase Agreement between the Registrant and Counter Press Sponsor Corporation.* | |
| 10.6.2 | Form of Private Units Purchase Agreement between the Registrant, BTIG, LLC and EarlyBirdCapital, Inc.* | |
| 10.7 | Form of Indemnity Agreement.* | |
| 10.8 | First Amendment to Promissory Note, executed on June ___, 2021, issued by the Registrant to Counter Press Sponsor Corporation.* | |
| 10.9 | Form of Share Purchase Agreement, between the Registrant and BTIG, LLC* | |
| 10.10 | Form of Share Purchase Agreement, between the Registrant and EarlyBirdCapital, Inc.* | |
| 23.1 | Consent of UHY LLP. | |
| 23.2 | Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.1).* | |
| 23.3 | Consent of Venable LLP (included on Exhibit 5.2).* | |
| 24 | Power of Attorney (included on signature page of this Registration Statement). |
| * | To be Filed by Amendment. |
| II-2 |
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
| (a) | (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided, however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
| (i) | If the registrant is relying on Rule 430B (§230.430B of this chapter): |
| (A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| II-3 |
| (B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
| (ii) | If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| II-4 |
(b) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
| II-5 |
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 21st day of December, 2021.
| Counter Press Acquisition Corporation | ||
| By: | /s/ Paul Conway | |
| Name: | Paul Conway | |
| Title: | Chief Executive Officer | |
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Michael Kalt and Paul Conway, each acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-1 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this amended Registration Statement has been signed below by the following persons in the capacities on December 21, 2021.
| Name | Position | |
| /s/ Paul Conway | Chief Executive Officer | |
| Paul Conway | (Principal Executive Officer) | |
| /s/ Michael Kalt | Chief Financial Officer | |
| Michael Kalt | (Principal Financial and Accounting Officer) | |
| /s/ Julie Uhrman | Director | |
| Julie Uhrman | ||
| /s/ Randy Frankel | Director | |
| Randy Frankel | ||
| /s/ Andrew Friedman | Director | |
| Andrew Friedman |
| II-6 |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Counter Press Acquisition Corporation, in Newark, Delaware, on December 21, 2021.
| By: | ||
| Puglisi & Associates | ||
/s/ Donald Puglisi | ||
| Name: | Donald Puglisi | |
| Title: | Managing Director | |
II-7
